A counterparty report on a French company answers a specific question before a shareholders agreement is signed: who controls the entity, on what legal basis, and what can a shareholder enforce against that structure. The answer comes from layering four official French sources — the RCS, the RBE, the Bodacc insolvency gazette, and filed financial statements. Each source has a defined scope, a defined access condition, and a defined ceiling.
The control question is not answered by any single source. The RCS shows the registered shareholders and directors. The RBE shows the declared beneficial owner. The gap between those two records — and whether one contradicts the other — is itself a finding.
The Registre du commerce et des sociétés is the primary corporate register in France, maintained by the greffe (clerk's office) of each commercial court. It records the legal form, registered capital, shareholders, directors, and statutory documents for all commercial entities.
For a société par actions simplifiée (SAS) — the dominant form for holding and investment vehicles — the RCS records the president and any statutory delegates. Shareholder identity is recorded at incorporation and on each capital movement. Between capital movements, the register does not update automatically; a shareholder transfer that has not triggered a capital change may not appear.
For a société à responsabilité limitée (SARL), the associés (members) and their respective parts sociales are recorded directly. The Gesellschafterliste equivalent — the liste des associés — is filed with the greffe and is retrievable per document.
The RCS is accessible through Infogreffe. Retrieval requires identification of the entity by its SIREN number (nine digits) or registered name. Document-level retrieval is the operative method for a counterparty report; bulk re-use is subject to separate licensing conditions and is not used here.
Source: Infogreffe / Registre du commerce et des sociétés · verified 2026-09-15
France implemented the EU beneficial ownership register under Article L. 561-46 of the Code monétaire et financier. The Registre des bénéficiaires effectifs (RBE) is held by the greffe and records any natural person holding, directly or indirectly, more than 25% of capital or voting rights, or exercising control by other means.
Following the CJEU judgment in C-37/20 (November 2022), public access to UBO registers across EU member states was suspended or restricted. In France, access to the RBE is no longer unrestricted. Persons with a legitimate interest — including parties to a proposed transaction — may apply for access, but the procedure and the scope of what is returned are subject to current administrative practice, which must be verified at the time of each request.
What the RBE shows when accessible: the name, month and year of birth, nationality, and country of residence of the declared beneficial owner, together with the nature and extent of the interest held. What it does not show: the intermediate holding chain, nominee relationships, or any arrangement not declared by the entity itself.
A discrepancy between the RCS shareholder record and the RBE declaration is a material finding. It does not resolve itself; it requires further source work.
Source: Registre des bénéficiaires effectifs (RBE) / greffe du tribunal de commerce · verified 2026-09-15
The Bulletin officiel des annonces civiles et commerciales (Bodacc) publishes all judicial and administrative insolvency notices for French entities. This includes sauvegarde, redressement judiciaire, and liquidation judiciaire proceedings, as well as cessation of payments declarations and court-ordered appointments of administrators.
A negative result in Bodacc does not confirm the absence of a filed petition. A petition filed but not yet published — or a proceeding opened in a jurisdiction other than the entity's registered seat — will not appear. The Bodacc search establishes what has been published, not what has been filed.
Enforcement records against directors and managers (interdictions de gérer) are held separately in the Fichier national des interdits de gérer (FNIG). Access to the FNIG is restricted to certain professional categories; it is not directly accessible to a counterparty conducting pre-contractual due diligence. What can be established from public sources is the absence of published insolvency proceedings — not the absence of enforcement history against individuals.
Source: Bodacc (bodacc.fr) · verified 2026-09-15
French commercial entities are required to file annual accounts with the greffe. For SA and SAS entities above the small-company thresholds, accounts are public and retrievable through Infogreffe. For smaller entities, the law permits a confidentiality waiver (demande de confidentialité) under Article L. 232-25 of the Code de commerce. Where a waiver has been filed, the accounts are not returned in a standard retrieval.
The absence of accounts in a retrieval therefore has two possible explanations: the entity has not filed (a compliance failure), or the entity has filed a confidentiality waiver (a permitted election). The report distinguishes between the two where the record allows.
Where accounts are available, the report extracts: registered capital, net equity, turnover (if disclosed), and the identity of the statutory auditor (commissaire aux comptes), where one is appointed. Appointment of a commissaire aux comptes is mandatory above certain thresholds and voluntary below them; its presence or absence is itself a structural indicator.
Source: Infogreffe — comptes annuels · verified 2026-09-15
A standard counterparty report on a French entity runs across four retrieval steps. Each step has a defined source and a defined output. The total elapsed time depends on three variables: RBE access conditions at the time of the request, account availability, and whether the entity's registered seat has been transferred between greffe jurisdictions.
| Step | Source | Typical elapsed time | Variable |
|---|---|---|---|
| RCS extract and statutory documents | Infogreffe | 1–2 business days | None under normal conditions |
| RBE query | Greffe / RBE portal | 3–7 business days | Access procedure in force at time of request |
| Bodacc insolvency search | bodacc.fr | 1 business day | None |
| Filed accounts retrieval | Infogreffe | 1–2 business days | Confidentiality waiver status |
| Total (standard path) | 5–10 business days | RBE access is the primary variable |
Where the RBE access procedure requires a formal application with supporting documentation, the timeline extends. Where the entity has filed a confidentiality waiver for its accounts, the financial layer of the report is limited to what the RCS and statutory documents disclose.
The ceiling of what the sources allow is stated before payment.
The RCS records what has been filed. It does not record what has been agreed between shareholders outside the articles. A shareholders agreement (pacte d'actionnaires) is a private contract in France; it is not filed with the greffe and does not appear in any public register. The report establishes the registered structure. It does not establish whether a parallel private agreement modifies that structure.
The RBE records what the entity has declared. It does not verify the declaration. A beneficial owner who has not been declared, or who has been declared incorrectly, does not appear. The report establishes what the register shows and identifies discrepancies with the RCS record; it does not resolve undeclared arrangements.
The Bodacc search covers published proceedings. A petition filed but not yet published, or a foreign insolvency proceeding with effects in France, will not appear in a Bodacc search.
The FNIG (interdictions de gérer) is not accessible through the public retrieval path. Enforcement history against individual directors is not established by this report.
Financial accounts subject to a confidentiality waiver are not returned. The report notes the waiver where it is recorded; it does not reconstruct the accounts from other sources.
The chain of control is traced to the level the official sources allow. Where the chain terminates at a foreign holding entity, the report names the point of termination and the jurisdiction. Establishing the structure beyond that point requires a separate report on the foreign entity.
A discrepancy between the RCS shareholder record and the RBE beneficial owner declaration is the most common source conflict in French counterparty reports. It arises in three patterns:
The RCS records a corporate shareholder; the RBE records a natural person as beneficial owner through that corporate shareholder. This is consistent and expected. The report maps the declared chain.
The RCS records a natural person as direct shareholder; the RBE records a different natural person as beneficial owner. This is a structural discrepancy. The report records both entries and identifies the gap.
The RBE shows no entry. This may mean the entity has not complied with the filing obligation, or that the entity is exempt (certain listed companies and regulated entities are exempt). The report distinguishes between the two where the record allows.
Where filed accounts show a capital structure inconsistent with the RCS shareholder record — for example, a capital increase reflected in accounts but not yet registered — the report records the discrepancy and identifies the source of each figure.
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €890 | RCS extract, statutory documents, Bodacc insolvency search, summary of registered shareholders and directors | RBE query, filed accounts, discrepancy analysis, foreign holding chain |
| Standard | €1,900 | All Signal content plus RBE query (subject to access conditions), filed accounts retrieval, discrepancy analysis between RCS and RBE | FNIG enforcement history, foreign holding entity report, legal qualification of findings |
| Extended | €4,200 | All Standard content plus foreign holding chain (one additional jurisdiction), commissaire aux comptes verification, full discrepancy mapping across all sources | Multi-tier foreign chain beyond one jurisdiction, legal advice, representation |
The scope of each tier is fixed before the report begins. The ceiling of what the sources allow applies at every tier; a higher tier does not produce information the sources do not contain.
What is the difference between the RCS shareholder record and the RBE beneficial owner record? The RCS records the legal owner of shares — the entity or person whose name appears on the share register. The RBE records the natural person who ultimately controls or benefits from those shares, where that person holds more than 25% or exercises control by other means. The two records can and do diverge. The report maps both and identifies the gap.
Can a shareholders agreement be found in the official French registers? No. A pacte d'actionnaires is a private contract in France. It is not filed with the greffe and does not appear in any public register. The report establishes the registered structure; it does not establish the terms of any private agreement between shareholders.
What happens if the entity has filed a confidentiality waiver for its accounts? The accounts are not returned in a standard retrieval. The report notes the waiver where it is recorded. The Signal tier does not include an accounts retrieval; the Standard and Extended tiers include the retrieval attempt and record the outcome, including the waiver status.
How long does the RBE query take? Under current access conditions, the RBE query takes between three and seven business days. This is the primary variable in the overall timeline. Where the access procedure in force at the time of the request requires a formal application, the timeline extends accordingly. The report does not begin the RBE step until the access procedure is confirmed.
Does a negative Bodacc result confirm the company is not insolvent? No. A negative Bodacc result confirms that no insolvency proceeding has been published in the gazette as of the search date. A petition filed but not yet published, or a foreign proceeding with effects in France, will not appear. The report states what the search covers and what it does not.
What is the turnaround for the full Standard report? Five to ten business days under standard conditions, with the RBE query as the primary variable. The Extended report adds two to five business days for the foreign holding chain step, depending on the jurisdiction of the foreign entity.
Sources:
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Elena Moretti — Partner, Continental Europe, VLO Law Firm